Spider-Man:Protector of Remnant
by mrnoobishdude123
Summary: After battling some of his foes, which lead to them being thrown into remnant, Spider-Man must defeat his villains, with some help from team RWBY and Ozpin.
1. This ain't New York

Hello fine men and women of mother earth, its your boi,mrnoobishdude123, coming at you with my first fan fic, so don't be rude, for I am an amateur writer. Anyways,this is gonna be a RWBY/The Amazing Spider(Andrew Garfield)character template, but his story will be determined by me! Also, keep an eye out for other Spider-Men or characters from the Marvel Universe. Hope you enjoy!(Inspired by Spider-Teen1000's RWBY's Friendly Neighborhood Spider)

I do not own Rooster Teeth's RWBY or any Marvel characters mentioned or shown in this story .

Chapter 1:This ain't New York

It was a warm spring day in New York, the first spring day to be specific. Most kids and teens were enjoying their lives, either playing their video games on their PS4 or Xbox One, snoozing, or enjoying the beautiful weather. Not Peter Parker. The 17 year old was swinging through the city in search for criminals and evil-doers. He was the so called masked vigilante known as, "Spider-Man". He was hoping for a crime to appear so he can get some shots of him in action so he can sell them to The Daily Bugle, so he can earn some cash to help his Aunt May pay the bills. "I've backed up Tony before, maybe i can get him to loan me som-". Suddenly, Spider-Man spider sense tingled. He turned to see The Green Goblin, gliding through the streets, heading towards an abandoned warehouse near the docks. Spidey proceeded to follow him discretely.

The Green Goblin, or Harry Osborn, flew into the building, making sure he wasn't followed. He then preceded to a room that held a giant portal in it. In the room, was Electro, The Lizard, Venom and Carnage, and Dr. Octopus(Just picture Dock Ock from the Spider-Man 2). Spidey secretly was hiding in the shadows in the building. "Otto, "Goblin said,"I got the part of the portal," He continued with a proud tone. "Good, finally we can form a team of other super villians to destoy that spider pest!" Dock Ock said in an evil tone. "Thats if it works," Venom muttered. "It will. I have faith in him,"The Lizard assured Venom.

"Wow,you Sinister psychos never learn, " Spider-Man said, swinging towards Green Goblin, knocking him off his glider. "Spider-Man!"Otto exclaimed. "Get him!" He demanded. Electro then charged towards Spider-Man, who dodged and punched the villian multiple times ,then subduded him with his Electro proof webbing. "Geez Sparkles, you really know how to make my day ELECTRIC ," Spidey joked. Just than,his spider sense tingled, and quickly jumped to avoid a pumpkin bomb. He then attacked Goblin and used the pumpkin bombs on the symbiotes, knocking them out due to it being weak to explosives. The Lizard lept towards Spidey, who quickly jumped out the way,letting him sack Goblin. Spider-Man was then struck in the chest by Dock Ock's metal appendages. "Ouch, "he thought. "Fatso, I'm afraid what you'll do to me with those arms, If you know what I mean? "He joked in a sexual tone. "Will you ever shut up?!"Otto exclaimed smashing the wall-crawler into the wall. Unfortunately he smashed into a key component of the portal, which then caused the portal the suck in the villians. Spidey was then holding on for dear life.

"Damn it! The portal is too strong!" Spidey thought. "Can't...hold on...much...longer! "He was then sucked into the portal as he screamed in a chilling tone.

Ruby was getting dressed as she had just finished drying up from her shower. She laced her black and red boots as she and her friends Weiss, Blake, and step-sister Yang were preparing to head to Vale. As she got her scroll(the phone in the RWBY Universe)her sister yelled, "C'mon Ruby! We don't have all day! "She opened the door to see her team waiting in the hallway. They preceded to the elevator so they can head to the bottom floor. "You guys think they'll have their shipment of ammo for Cresent Rose?" Ruby questioned. "The clerk said they should have all our ammo types by today," Yang reassured her. "After this,we should catch a flick," Weiss said, with the RWBY girls agreeing. "Today will be AWESOME! "Ruby exclaimed in a child-like tone that the girls couldn't help chuckle at.

Spider-Man woke up from previously being sucked into the portal. He opened his eyes to see a tower like building that looked like a private school. "Holy hell," he thought, taking in the amazing view. He had never seen a building like this, and he had lived in The Avengers tower as their team mate. He curiously walked towards the structure, hoping to find some answers. He suddenly felt his legs giving out and fell to the ground. He decided to lie there, since he didn't have the strength to pull himself up. He closed his eyes to hopefully get some sleep. But, he suddenly felt like someone was watching him. He opened his eyes to see a 15 year old girl and 4 other girls, looking 17.

"Are you okay?" the 15 year old asked.


	2. Welcome to Beacon

Chapter 2:Welcome to Beacon

"Are you okay?" she asked once again.

"Yeah, I'm fine," Peter replied

He sat up in order to look at the four girls moving back a bit. It hurt getting up. He saw that though only being hit once, his suit was tattered and saw he was bleeding slowly. He put his fingers to his face, only to feel spandex and skin, basically saying, some of his mask was ripped.

Peter took in the appearance of the four girls. The 15 year old one was wearing what look like a black blouse with a black skirt with red trimmings. She had a red cloak that connected to her blouse with some cross shaped pins. She oddly enough had silver eyes and a pale complexion. She had a black belt, with ammo clipped on it, in the middle was a small rose emblem. She had black hair with red streaks, yet peter still thought of her as a redhead. Next to her, was one of her friends. She too had a pale complexion, but had white hair, and a scar under her left eye. Her outfit was white with some hints of red and blue. She wore a light blue jacket over a light colored dress. She had a snowflake symbol on the back of her jacket. She wore white high-heeled boots. He also noticed a odd rapier at her side. He saw that in the rapier, there were multiple catridges. Next to her, was a black haired girl with a pale complexion and a big, cute black bow. Her eyes were amber, and her outfit consisted of a black vest over a sleeveless undershirt. She also wore stocking that went to her boots, but gradually turned purple. He spotted a cleaver behind her back. Next to her,was a tall blonde, around Peter's height. Her hair was bright, and reached to her waist. She had sparkling lilac eyes and a pale complexion. Her outfit consisted of brown and yellow, with some orange thrown into it. She wore a brown vest with a yellow undershirt. She wore a loose belt that connected her black short to her white skirt. She wore brown boots with long orange socks, with a blue bandana tied to her right leg.

"Are you sure?" the blonde one asked.

"Yeah," he replied.

The girls tried to pick him up, but he silently winced as they lifted him. He told them to put him next to that tree, and he can avoid the pain. They leaned him on the tree, looking at him confused. He wore a red and blue spandex suit with a spider symbol on the front and back. In the front of his suit, the girls saw mostly red on the chest area. From the bottom of his triceps down to his waist was light blue. He suit also had light blue spandex pants sewn into it. He wore red spandex boots and a mask. On the mask were two giant tear looking eyes with a thin black tracing around it. The girls seemed to notice black spider-webs on all of the red.

"What's your name?" The girl with white hair asked.

"Spider-Man," he replied.

"Ruby Rose" The 15 year old said.

"Weiss Schnee" the white haired girl added.

"Blake Belladonna" the raven haired girl said.

"Yang Xiao Long" the blonde responed happily.

"You think you can take me to a nurse's office or something?" he said.

"Right," Yang said.

The girls lifted him and proceeded to the giant building to Peter's amusement. "Finally, I'll see how high tech this building is," he thought. The carried him into a elevator, while Ruby pushed the button to the floor where the nurse's office was. When the door opened, they quickly rushed to the office. They opened the door, but to their suprise, she wasn't there yet. The girls set him on the bed and prayed for the best. Luckily, the nurse came in and started to work on fixing him up. She took the mask off to give him anesthesia,to reveal a 17 year old male with messy hair

"He's cute" Yang thought.

Peter fell unconcious due to the anesthesia for an hour. When he woke up, he turned his head to the left to see the four girls and a middle aged man with small black shades. He had a cane in one had and a mug in the other.

"Look who's awake," the man said.


	3. Recovery

Chapter 3:Recovery

"Uhhhhhhh..." Peter moaned, struggling to pick himself up. He had no idea what had happened to him the past hour. All he could remember was pain.

"Easy son" the man told Peter."You have been unconscious the past hour. You need to take it easy"

"But..." Peter said before stopping. He had put his hand to his face, feeling nothing but... skin. Smooth, soft skin. Peter started to reach for his mask, when the man stopped him."Don't worry, we won't tell anyone" he said as if he could read the expression on Pete's face.

"How can I know if i can trust you?" Peter questioned him.

"Well, we just saved you from bleeding to death, how 'bout that?" he assured him.

"All right, you've won me over," Peter said. He could'nt help but be trustful of the man. The tone of his voice was... caring.

"What's your name, son?" The man asked.

"He said something about it being Spider-Man" Yang chimed in.

"No offense, but what kind of a name is that?" Weiss questioned Peter.

"Hey, that was all could think of at the time. It was that or The Human Spider." Peter said."Anyways, whats your name?" Peter said turing back to the man.

"Ozpin, Professor Ozpin" He said.

"Well, its nice to meet you" Peter said.

"If I may ask, how did you end up on my school?" He questioned Peter.

Peter sighed, knowing that the story he was about to tell would be truly be unbelieveable."Well, it all started when..." Peter then went on explaining everything that had happened. He told them about his enemies Lizard, Venom, Carnage, Goblin, all of them. He also told them about how they had made a portal and how he had been sucked into the vortex after he broke the key component.

"And thats how I got here. I know it sounds bizarre, but i'm telling you the absolute truth." Peter said, gasping for air, for he had been explaining non stop.

The girls look at him puzzled and confused, while Ozpin kept a staright face.

"You honestly want us to believe that you are from another world, and came to ours through some ridiculous scheme?" Weiss said once more, annoying Peter even more.

"I believe you" Ozpin said.

Weiss looked at him even more confused. He was one of the wisest men she had ever met in her life, but, she never expected him to believe Peter's story.

"Really?" Peter said confused as well."Even I wouldn't believe myself"

"Son, I can tell if you are lying" Ozpin assured Peter."If you were lying, you would have been looking at me in the eye even more than usual, not to metion the person who would lie hands would start twitching, and would sweat more." He said.

"Thank you sir" Pete said.

"Now, you really think that under your suit, you have me thinking you still call yourself Spider-Man, do you? Ozpin questioned.

"Well, no"

"What is your real name?" Ruby said.

"Peter Parker" he replied.

"Well, Peter" Ozpin said,"Since it seems you have no way of returning home, we can provide you with a room... for now."

"Thanks"

"It also sounds like you may need help taking your foes down, so I will see into having a team aid you in your battle." Ozpin said.

"What do you mean?" Peter said, looking even more confused.

Ozpin then went on to explain to Peter about the creatures of Grimm and and how his school traind those worthy enough to fight against them(Call me lazy, but this is an easier way to explain it).

"We can help him" Ruby said volunteering. She got some looks from her team, but, she wanted to do the right thing.

"Okay, then its settled" Ozpin confirmed. "But, I can't have you walking aroung campus in a ripped red and blue spandex" Ozpin told Peter, pointing Peter to the chaning room in the nurses office. "Right..." Peter awkwarldy said backing into the room. Luckily, he remembered to pack his extra clothes under his suit. He came out wearing a olive green jacket over a blue hoodie over a dark grey t-shirt, along with black jeans(His outfit in the beginning of The Amazing Spider-Man).

"Thats better" Ozpin said.

He escorted Peter to his room, which was close to Team RWBY's dorm. He saw four beds. But since his other teamates lived in a different dorm, he had a room a to himself. "Hell yeah" he thought. "Mabye I can work on some new stuff here. After all, this universe has technology way advanced than his world" he thought again.

He threw himself on the bed, still being tired from the previous fight. He wanted to rest, but he couldn't. He was curious about what this world had to offer him. But, in order to understand what the hell was going on in this world, he needed to learn about all of it's history. ALL of it. He looked at the clock tht was provided by the school, and it read 4:20 p.m(Achievement Hunter reference lol). "I've got time" he told himself. He remembered Ozpin telling him about an airship that sat outside for any students who wanted to head into Vale. He grabbed his webshooters from the desk in the dorm. "Just in case" he thought. He reached into his jacket pocket to feel his mask he had created when he began searching for his uncle's killer about two years ago(Yup, in my universe Spidey started at the same age of his Ultimate counter part). He exited the room to head to the elevator. "Wonder what this world has in store for me?"

A/N: I know these chapters have been rather short, and I apoligize. I will put more effort into it. Also let me know if you want an apperance of what you'd like to see. mrnoobishdude123 out!


	4. Who are you?

A/N: I revised chapter 3, so, if you get confused reading this, read chapter 3's ending.

_Chapter 4: Who are you?_

"Wow" Peter thought to himself. He had never seen anything like this place. He barely noticed that he was a a floating school. A FLOATING FREAKIN SCHOOL. He gently placed his head against the glass to look down at the giant body of water beneath the ship. He began to feel nauseous, and his cheeks were balling up, but, he swallowed his vomit, distgustingly enough.

"Bleh, note to self: never swallow vomit" Peter shivered, in disgust. He turned his gaze to see a tall tower the ship was aproaching. He was able to make out what the sign on the tower said.

"Schnee Dust Company," he thought,"Like Weiss?" The ship came to a sudden stop, which rocked the ship slightly. He exited the ship, along with the other students, some of them possesing animal appendages. "Did Dr. Connors already create cross speices in this world?" he thought to himself. "No, Ozpin said something about these guys being part animal, called the Faunus" he assured himself.

Once at the bottom level of the building, he asked one of the guards where the nearest library, to which the guard directed him towards the building. He entered the library, with a smile on his face. Peter's third favorite hobby was reading, besides fighting crime and messing with science.

"Can I help you sir?" The woman asked.

"Yes, can you direct me to the history section?" Peter replied. She nodded and pointed him to it. He went to the shelf and grabbed about 6 huge books setting them on the nearest table. "This shouldn't be too hard" he thought. Even though he had a good way of remembering things without the radioactive spider bite, but after it, he had the memory of an elephant. He sat there for hours, going through each book like Tony Stark and shawarma. He picked up Remnants history within 5 hours, from mandkind battling Grimm, the discovery of dust, the discrimanation of the faunus, to the once peaceful White Fang's sudden dark turn. He used next hour to pick up on some of the technological advances of Remnant. He was reading on nano technology, when he felt tapping on his shoulder. He turned to see the librarian holding a book.

"Excuse me sir, but the library is going to close in ten minutes" she told him, extending her arm for thebook he was reading. He handed the book to her and exited the library, feeling as if he knew everything around him. He started heading towards the tower where the airship was waiting, when he heard a loud yelp to the right of him. He ran to the direction of the cry and placed his back firmly against a building, as he easdrooped on the conversation the man was having. He leand over the corner of the building, revealing two men beating and teasing a monkey faunus man, who was crying on the ground, face down.

"Ha, you freak. Who's gonna save you save now, you freak." One of the guys said.

"Yeah, your shitty little life is nothing to anyone" the his partner in crime chimed in.

"Please, I have a family, I'm begging you please!" the man begged

Peter hated people like those men. Racists. He knew how it felt. Him and his friends in the X-Men would have to put up with the same shit every day. Whether it was Jameson screaming his head off about Spider-Man being a menace, or half of New York throwing random objects at him. He even had a million dollar fee placed on him. It got so bad, he had to lay low in Boston for a couple of days. But that didn't matter now. Peter slipped on his web shooters and mask and climbed the side of the building. He perched himself on the edge, staring down at the scene. He saw the one of the men pull out a gun,and the man said...

"No one is going to save you old fool" the man said, aiming the 9mm pistol at his head.

"And thats my cue" Spider-Man said aloud, shooting his web shooter at the gun, and then yanking it from the mans grasp. The bewildered men pulled out knives and Spidey said,"Is that a knife?"

"Yeah, its a knife!" man one said.

"You found my weakness, it's small knives!" Spidey joked, getting on his hands and knees.

"Really?" the other man said, walking towards him slowly.

"Anything but knives!" He exclaimed before webbing the hands of the men holding the knives together, knocking the small blades off their hands, and sticking their hands to the wall.

"What the hell?! Get this crap of me!" the men demanded, but Spidey responded with webbing their mouths shut. He turned to the man on the floor, bruised and beaten.

"Are you okay?" he asked.

"I wasn't until you came along" the man replied."Here, have some of my lien(money in RWBY if your wonderin')

"No, I cannot accept your money sir" Spider-Man refused.

"Are you sure? I have more than enough to provide my family" he told Spidey, rejecting his offer one last time.

"I'm sure" Spidey said, turning. He was about to shoot a webline to swing to, when he heard the man say,"Who are you?" Peter turned around, a smile in his mask and said,"Spider-Man," before swinging into the air,graicously flipping in the air after each webline and ocasionally running alongside the building. The man then proceeded to call the cops, who questioned the man and he told them everything.

"Spider-Man? What the hell kind of a name is Spider-Man?" he thought.

"Spider-Man" the television spoke, illuminating the dark room.

"Intresting" a man said. He wore a white coat, along with a bolwer hat, black pants and a cane he obviously didn't need. The lights flicked on and he turned his gaze to a beautiful woman dressed in a maroon dress with a thin golden design that went around the arm of the dress. She had to be atleast seventeen, twenty the latest. She looked like she could seduce a cop into freeing a cell block of a prision.

"Roman," she said in an angry tone that would strike fear even into the firecest of Spider-Man's enemy,"now isn't the time to watch your stupid videos."

"Cinder, baby," Roman told her," I get that you want to get this over and done, but, c'mon! Give a man his privacy!" Roman exclaimed, annoyed that she wouldn't leave her alone.

"Wait" a sudden voice then filled the room. Through the door, Harry walked in with a bandage over his forehead. He walked to the TV staring at it madly.

"Rewind it" Harry demanded

"Hey, kid. Get out of the w-"

"REWIND IT!" Harry screamed, which caused Roman to scoff and rewind, while Cinder didn't even flinch. Harry began to watch the footage as Spider-Man webbed his enemies to the wall. Harry began to laugh maniacally.

"We've got you now" Harry said.


	5. The Test

Chapter 5: The Test

Peter was tired. He had landed on the landing pad of Beacon, the sudden swaying waking him up. He exited the ship and headed straight towards the elevator, punching the button of the 300 hall, where his room was. He looked st the clock in the elevator, 11:52.

"Man, only an hour and already i'm sleepy. As if an hour ago, I wasn't feeling the thrill of web swinging." Peter told himself. The elevator doors swung open, revealing the hall way decorated in colors of red, white, and yellow. He continued his way to his dorm, when he heard a silent,"Pssst!" He turned to see Ruby, leaning on the dorm door, motiong with her hand for Peter to head to her room. He walked to her room, blinking rapidly to keep himself awake.

"Yes?" Peter asked.

"Come in, quick" Ruby said.

"Why, whats going on?"

"You've gotta see this!" Ruby quietly said.

Peter came in, yawning, while Ruby closed the door. He found the other three girls, staring at a small TV set on their desk.

"In other news, a man who was being beaten by two thugs, was suddenly spared by a man in a red mask. Although not much is known at the moment, the man claimed the stranger to have called himself,'Spider-Man'. The victim also told police that the man had quote,'Shot a sticky substance that stuck the enemies to the wall, before swinging off the webs as if he was a spider, not to mention the fact that he was climbing walls.' This is Action 4 news in downtown Vale, back to you Logan."

Yang pressed the off button on the remote before turning to Peter.

"Peter, we knew you called yourself Spider-Man, but this is amazing! How come you didn't tell us you capable of... of this?" Yang questioned Peter getting up from her seat.

"Well, y'know, I thought the name gave it away quickly" Peter replied.

"How did you get these abilites?" Blake asked.

"I'd rather not talk about it. It brings back... bad memories" Peter said in a depressing tone. Blake had walked up to Peter and put her hand on his shoulder, apolgizing for asking. Peter frown instantly turned into a smile, fighting the tears that reminded him of that terrible night when he lost his Uncle Ben.

"You guys haven't have happened to tell anyone that i'm Spider-Man, right? Peter asked.

"No, why?" Weiss assured and questioned.

"Good, I wear the mask so nobody will know who I am. If somebody knew who I am, they could go after you guys." Peter told them.

"Why would you asume that?" Yang asked.

"Because its happened before" Peter confirmed.

"Well, Peter, Ozpin told us to tell you that you need to go through,'the test,' as he calls it." Yang told.

"Test? Can I get anymore info?" Peter asked confused.

"Yeah, your gonna be thrown into a forest and forced to find relics while battling Grimm." Yang informed him.

"Well, I should get some sleep so I can be prepared." Peter said walking towards the door.

"Okay, see ya there!" Ruby said.

"Oh, since you guys are my team, I guess I should leave my room unlocked so you can drag me out of bed" he said before closing the door, heading to his room.

"Peter, c'mon get up" Yang said to Peter, shaking him, the sun shining in his room. He looked so peaceful when he was asleep."Peeeter, wake uuuuupp!" She said again.

"Ughhh, Gwen I told you this class isn't important." He muttered in his sleep.

"Gwen? Who's that?" Yang thought. She shook him lightly one last time, watching Peter's eyes fluttering open.

"Yang, how'd you get in here?" he asked.

"You left it open for us, since you wanted us to wake you" Yang responded."You talk in your sleep. Its cute" she told him. His cheeks turned a bright red, blushing at her comment.

"Really? What did I say?" Peter asked her.

"You said,'Gwen I told you this class isn't important." Upon hearing this, Peter began to frown again, looking away from Yang.

"You okay Pete?" Yang asked him, putting her hand on his shoulder.

"Yeah. I'm okay" Peter replied, putting a smile on his face.

"Are you not telling me something?"

"Again, its something I don't talk about to others"

"Oh. Lets get moving. Ozpin and the rest of the team is waiting for you." Yang told him.

"Okay," He said before taking off his jacket and hoodie, only leaving his grey shirt, revealing his muscles.

"Am I falling for him?" Yang asked herself. Ever since the day they found him, she felt something special about him. As if he could just make all the problems go away. She didn't know what to think. She had the same feelings for Blake. As much as she would love to tell Blake how much she loved her, she couldn't, if Blake didn't feel the same way, it could ruin their friendship. Yang didn't want that.

When they finally arrived at The Emerald Forest, it had been about 8:00 in the morning. It was suprisingly cold, for a spring day. The team had been there, along with Professor Ozpin, and a middle-aged blonde woman.

"Hello Mr. Ozpin" Peter said, shaking the professor's hand.

"Hello Mr. Parker. I'd like to introduce you to Professor Goodwitch. I've taken the liberty to inform her about your 'abilities" Ozpin said to Peter, who was shaking the other profeesor's hand.

"You mean she knows about... it?"

"Yes. As ridiculous as your story sounds, I trust Ozpin, so I believe you." Goodwitch said.

"Mr. Parker, would you please step on that pad?" Ozpin said, pointing to a small square shaped pad that had the school logo on it. Peter did as he was told and faced towards Ozpin."Today, you will be going through initiation. You will search for the relics I have placed in the forest. Do not be afraid to destroy anything in your path. Use anything to your advantage, for the creatures of Grimm will try to kill you." Ozpin said which sent a chill down Peter's spine."Also, be prepared to have a landing strategy."

"Um, landing strategy?" Peter asked.

"Yes, you are standing on a launch pad, which will launch you into the air in about thirty seconds" Ozpin responded.

Peter than put his right foot behind his left, bending his knees slightly."Okay, I got this. I've done this for the past two years." Peter told himself as a pep talk. He turned to face Team RWBY, which all of them had been giving Peter a grin. He felt the mechanism beneath him activate.

"See ya in a while!" Peter beamed. Then the pad had launched him."WOOOOOOHOOOOOO!" Peter screamed, which made the girl's smiles grow even larger.

"Man, what a guy" Ruby said.

"You think he'll make it?" Weiss asked."After all, he can only shoot webs out of his wrists."

"I have faith in him" Yang quickly said.

"He'll be fine. I know it" Blake said.

Peter flew over everything. Over all the trees, the Ursai, beowulfs, everything. He was rapidly falling towards the ground."Landing strategy." he thought. He waited for a few more seconds, before shooting a webline at a tree, swining from the web and backflipping in the air, shooting another webline at another tree, performing the same action as before, and landing on the ground.

"Alright, by the looks of it, it shouldn't be a far walk away" Peter thought. He began walking in the direction he had seen a area not covered in trees, whistling Green Day's Boulevard of Broken Dreams. During the middle of the song, and about 3/4ths of the way, his Spider-Sense began to tingle. He stopped in his tracks, getting into his defensive position."Come on out! I can feel you there!" he said. Growls came from bushes as he slowly began to walk towards it. His Spider-Sense began to tingle again, and he backflipped over an Ursa behind him slashing his claws at him."Wow, didn't anyone ever tell you to declaw yourself every once in awhile?" he joked. The Ursa let out a roar, which brought the four Beowulfs out the bushes."I know you want to kill me, but did you have to bring your friends along?" Peter once again joked, leaping out of the way to avoid the Beowulf behind him, which crashed into his buddy. Another one charged towards Peter, who was lying on the ground. The Beowulf lept towards him, but his Spider-Sense instantly warned him of the oncoming danger. He stuck both of his legs out, grabbing the creature who overshot his jump midair. He slammed his feet hard over his head, sending its head into the ground and using the body to pick himself up, and webbing it to the ground."Only three more. This is too easy." he told himself. The beast let out another roar, before charging at Peter, who did the same. The creature swung his claw towards Peter's midsection, but he had instead slid on the ground, shooting

a webline at the Ursa's leg, tugging hard as he tripped it, before giving it a hard right hook, knocking it out. He lept off the lifeless body, facing the last two Beowulfs. They circled each other, playing a game of cat and mouse, when the largest one began running towards Peter. He shot two weblines at the trees above him, pulling himself up while the creature miss him, its claw digging into the body of the other Beowulf, killing it instantly. Peter landed on the ground, standing face to face at the last enemy,"This has got to be the alpha male" he thought."Man, I've fought old men with more skill than you!" he said, chuckling, while the last one charged towards Peter. Peter ran fowards as well, without a second thought. The wulf was going to swipe its claw at Peter, but our webslining hero was faster, tackling the alpha onto the ground. He shoved his foot into the face of the alpha, taking the last one down.

"That was easy" Peter said. He continued his way to the patch.

"Wow, that was awesome!" Ruby exclaimed, looking directly at Ozpin's tablet which he was monitoring Peter from. Never, had Ozpin had a student as amazing as Peter was. He defeated an Ursa, and four Beowulfs, one of which was the alpha male of the pack. He didn't get a single scratch from the fight, which was the reason the girls of Team RWBY jaws dropped.

"How... How did he do that?" Weiss asked, stunned by Parker's skill.

"It must have been one of his 'abilities' he hasn't told us about yet." Blake added.

"Well it seems that he has arrived at the temple." Ozpin interrupted. The girls cheered on, feeling positive that they had a new teamate to aid them."All he needs to do now is make his way back to-" Ozpin said before stopping mid way through his sentence.

"What's wrong?" Yang asked.

Ozpin handed her the tablet looking at the scene that was unfolding. Two words silently escaped her mouth,"Oh shit."

Peter had arrived at the temple in which Ozpin had mentioned. He stood in the middle for about ten seconds, if any danger was present, it would notify him, but luckily, none was present. "Chess pieces?" Peter questioned himself, before picking up the golden horse, inspecting every feature of it. He shoved it in his pocket, about to make his way back when he heard a loud screech.

"The hell was that?" He said aloud, obviously with no one to answer. But he didn't a human being to tell him it was trouble. He turned his head to the direction of the sound. Then through the trees, a giant Deathstalker had appeared before him, locking its multiple eyes at Peter.

"You've got to be kidding me!" he exclaimed before running the opposite direction, with the Deathstalker hot on his trails. He began web swinging in the forest once again, managing to get some distance between the creature. The trees he had swung on were now being reduced to rubble. "Shit, shit, shit, shit! Gotta get the hell out of here before I become Spider-Munchie!" He thought, his swinging pace going slower. He had been swinging for about five minutes about now, his arms were getting tired, not to metion that he was out of trees now, landing on the ground and running for dear life. In the distance, was a destoryed stone bridge from the initiation from about a month ago. It led to small stone pillars connected to a towering cliff." Mabye I can make it to those pillars and drop the scorpion in the process" he thought to himself. But when he reached the end of the bridge, he didn't want to jump. He was having an inner struggle, on part of his mind telling him to jump, while the other told him to stand his ground. He wasn't aware of what he was fearing, he had made higher jumps than the one he was making now. He turned to find himself face to face with the giant scorpion." This can't be it, not now!" he told himself. The giant had brought its stinger back as far as it could and pushed it foward. Peter crouched low on the ground, but his arms wents foward, grabbing the giant stinger, suprising even himself. The, with all his might, he shoved it into the Deathstalkers face, which not only stabbed its eyes, but its brain, killing the oversized bug.

"I win" Peter said.


	6. Secrets

A/N: I really haven't made this clear, but I want to say that this chapter takes place about two days after,"Forever Fall pt. 2," and three weeks before,"The Stray". Also I know I stated this before, it wasn't interpreted well. This Spider-Man is an AU. Without further ado, please enjoy!

Chapter Six: Secrets

( Peter's dream)

"What the hell is wrong with you?! He just escaped with my money!"

"I missed the part where thats my problem"

* BLAM! *

"Uncle Ben! Call an ambulance!"

"No... please god no..."

"C'mon, just give me a chance! Just give me a chance!"

( Real time)

Peter suddenly jolted up from his bed, soaking in sweat and grabbing at his chest hard, feeling the rapid heartbeat vibrate from his heart to his hands. He sighed, wiping his brow with the other hand. He needed some air. He threw his shirt on and took a glance at the clock, reading 2:08 AM. He walked out of his room and to the staircase that was rarely used, to reach the roof. He sat on the edge, thinking about his uncle. He didn't want to remember that night, still feeling the blood of his uncle's spilling on his hands, but he couldn't take it off his mind. Until he heard a familiar voice call his name.

"Hey Peter" Blake said.

"Oh, uh hey" he said, feeling a sudden nervousness fill his body. Somehow, when he first met the girls, he was confident, but then again, the interaction between him was mostly Spider-Man related.

"What are you doing up here?" Blake asked, sitting next to him.

"I needed some air, so I came up here." Peter responded.

"Bad dream?" She asked again as if she read his mind.

"Yeah. How'd you know?"

"I can feel the fear imiting off your body. If I may ask, what was it about?"

Peter sighed, knowing there wasn't any choice he had. If he lied, she would probably pick that off his mind. "I guess I can trust you enough to tell you about it" Peter said. "It was about my Uncle's death"

"Why would you dream about that?"

"He died because of me" Peter said, filling the air with silence. Blake, eyes wide in suprise, never expecting Peter to say that.

"How?"

"It all started about when I was 15 years old. I was on a field trip at a company name Oscorp, which my friend's dad owned. I had snuck in, hoping to get information on what my father had been working on before he died. I pretended to be an intern, and hacked the lock to a door that held my father's work. He worked on cross-speices genetics, hoping to bond animal DNA to human DNA. Well, one of the spiders that had been injected with his blood bit me, and I got my powers through that. My friend had the same idea last year. It didn't turn out well for him."

"What do you mean?" Blake asked.

"Thats a story for another day. Anyways, I lived with my aunt and uncle at the time, because my parents died when I was 6 years old. I came home to discover my powers there."

"What are they?"

"Super strength, enhanced speed, the ability to climb walls, a drastic increase in the five senses, plus a six sense that warns me of oncoming danger, a healing factor, which heals my wounds slowly, and the ability to climb walls" Peter explained.

"How do you shoot webs out of your wrists then?" Blake asked.

Peter pull one of his web shooters from his pocket and handed them to her."I made them. I thought I couldn't be Spider-Man without the ability to shoot webs ya know?" Blake pressed on the button to shoot webs, but couldn't force it down fully. "I forgot to mention that. They can only be activated by someone with super human stregth, and can only be shot when I press on it with my index finger and my middle finger, that way I can punch a guy without squirting webs on my hands." Blake was amazed by Parker's smarts, never thinking a teenager could invent such a device.

"Back to my story, I had embaressed the guy who bullied me on accident, which caused my uncle to be angry with me, to which he told that,'With great power, comes great responsibility.' I ignored him and ran off, and he shortly followed me. I signed up for fight club the day before, hoping to earn some cash for my family, since we weren't very wealthy. Well, the man who had organized the fight had said that he would give the person who could take down his toughest man in under 3 minutes $3,000. I took him down in 2, and went to collect my money, but the guy cheated me out, only giving me $100 out of the money. I exited the room, letting another man walk in. He had intentions to rob the poor guy. He took all the money and made a break for the elevator. The guy was yelling for me to stop the robber, but I let him get away. I felt that if he escaped with his money, I would have my revenge on the guy. But the same crook shot my uncle. I could have stopped him, but instead, I let him get away and kill my uncle. All my fault."

"Wow, i'm sorry for your loss Peter" Blake told him, placing her hand on his shoulder.

"Thanks"

"What happened to the killer?" Blake asked.

"I... I killed him" Peter said."I had chased him to an abandoned warehouse where I confronted the killer. He had been wearing a ski mask. I beat him up, and threw him at a wall. He pleaded,'Give me a chance! Just give me a chance!' I told him,'What about my uncle? Did you give him a chance? DID YOU?' I pulled off his mask, and it showed the same face I saw back at the building. I backed up in guilt and fear, and he aimed his gun at my head. Before he could he could pull the trigger, I grabbed him by the shirt collar and threw him hard at the nearest window, sending him out the warehouse and 2 stories to his death. Ever since then, I promised myself I would use my powers to stop people from going what I went through."

Silence filled the air around the two, both looking away from each other. Until Blake told him,"So thats how you became Spider-Man?" Peter nodded his head."So how 'bout you?" Peter asked. Upon asking that, Blake turned away from him, hoping not to reveal her biggest feature to him."Secrets have a cost Blake. They're not for free. Not now, not ever." Peter quoted, remebering his aunts words. She gave Peter a look, and sighing."I better not regret this" Blake told herself. She began to put her hand on her bow and untie it, revealing 2 black cat ears, before saying,"I'm a faunus."She expected Peter to reject her, but much to her suprise, he just stared at her cat ears, processing the information she had gave him. Then he broke the silence."You look cute with those ears" he told her, giving her a smile and a wink. She began to blush, her cheeks turning a bright red. He gave her a chuckle, before grabbing her hand and conforting her, saying,"Your secrets safe with me"

"Well, its getting late. We should head back to our dorms" Blake said, rising to her feet. "See ya around" Peter said before walking to the staircase, with Blake following closely behind him. When they had reached their floor, Yang had been outside her room. "Blake, Peter, there you guys are!" She said hugging both."Yang, why are you outside?" Peter asked."Well, Ruby and Weiss are having a pretty heated argument in there, so, I need a place to sleep." Yang told them."I have spare beds in my room. Your more than welcome to sleep there." Peter said."Thanks! Your the best" Yang told him, embracing him in a hug once more. Peter and the two girls went to his dorm, throwing themselves on a bed. Blake had fallen asleep, while Yang was tossing and turning. She eventually got off her bed and walked to Peter's bed."Pete, do you mind if I share a bed with you for tonight?" She asked."Sure, why not?" He responded, Yang quickly getting under the same cover he had been using, wrapping her arms around his abdomen, which made Peter blush in the darkness, but he noticed that she had finally fallen asleep. He decided to live with it and closed his eyes. He didn't mind her hugging him. After all...

It felt warm and comforting.

A/N: So yeah, if you are reading this Zig ZAGGY 2. 5, your welcome!


	7. Breakfast,Questions,and Beyond

A/N: Writer's block. It sucks. But here is a new chapter.

Chapter 7: Breakfast, Questions, and Beyond

"Morning Pete" Yang said as Peter's rubbed his eyes and yawned. She had been outside her dorm, but no arguing could be heard, which made Peter why she was standing outside.

"Hey. Why are you outside?" he asked.

"Me and Blake were gonna get some breakfast. Wanna come?"

"Sure" he said. Five minutes later, Blake stepped out, dressed in her school uniform. Peter didn't realize that today they had classes, But today was Friday, and Ozpin gave him until Monday to pick up eveything he about Remnant. So he would probably spend most of the day in the library, hoping to learn more about each type of Grimm. Luckily, when they got to the cafeteria, there had been only ten people. They picked up their trays and got a seat.

"So, how are you liking Remnant?" Yang asked Peter, before stuffing her face with eggs and bacon.

"Its great. I mean yeah, Grimm trying to tear me to pieces is bad, but the tech here is amazing! I bet Tony would have loved it here." He responded.

"Tony?" Blake asked.

"Right, forgot to tell you guys about him" Peter said."Tony Stark is his name. One of the smartest men where i'm from, but he really cocky. Also forgot to mention him being Iron Man." They were about to ask who Iron Man, but Peter quickly cut them off by pulling out his IPhone and playing a video he had on his phone."Here" he said showing them the footage of Iron Man and Spidey fighting giant lizards. They were amazed at what he was showing them, A man in a fully armored suit that can take out multiple Bullheads a once. He looked like he could pack a helluva punch, but he mostly relied on the laser on the palm of his hands,and the video ended.

"What was he shooting out of his hands?" Blake asked.

"His repulsors. They can be used as weapons, but he mostly uses them when flying" he responded.

"Cooooooool. How did you even meet him?" Yang asked.

"He wanted me to join The Avengers" he responded.

"Avengers?"

"Yup, Earth's mightiest heros working together to handle situations no hero could deal with alone" he responded.

"Did you join?" Blake asked.

"Sure did. I learned how to work as a team because of them."

"Got a picture of them?" Yang asked. Peter began to search through his phone and handed it to the girls. The first guy they made out had blonde hair, but wore a skin tight suit red, white, and blue suit with a star in the middle of his chest, a shield on his back. The second guy was Tony Stark. The third guy was wearing some sort of silver chestplate with a blue shirt under it, and blue pants with a giant red cape, long blonde hair, and a giant hammer in his right hand. Next was a man wearing a dark purple and black vest and black pants, with a bow and arrow strapped to his back. Next was a man who looked to be in his late 30's. He had black hair, wore a lab coat with purple pants, and a green t-shirt. Lastly was the only woman of the team. She had long red hair, but looked more casual than the rest of the group. She wore red sneakers, jeans ripped at the knees, a grey sweater, a black shirt under it, and a grey beanie.

"Can we get their names?" Yang asked.

"Captain America, Iron Man, Thor, Hulk, and Black Widow" he replied.

Weiss and Ruby then entered the cafeteria, Weiss sitting next to Blake and Ruby sitting next to her sister, all decked out in the uniform.

"Hey guys, whats up?" Peter asked.

"Nothing much, you?" Ruby asked.

"Just talking to Blake and Yang, thats all" he replied.

"About what?" Weiss asked.

"About my home planet"

"Like..." Ruby asked.

"About these guys he worked with called The Avengers." Yang said.

"Avengers? Why that name?" Weiss asked

"I don't know, but it sounds cool though" he said.

"Can we see a picture?" Ruby asked.

Once again he pulled out his phone and began searching.

"Iv'e never seen a scroll like that before" Weiss said.

"It's another piece a technology where i'm from. We call it a cell phone, but there are different kinds."

He finally found the picture and handed it to both of them. Ruby beamed up and suddenly fainted, falling out of her seat. Weiss began to scold her, but Peter was as confused as ever.

"Why did she faint?" he asked.

"She probably saw all their weapons" Yang replied before going to Ruby and whispering something before she shot up and started looking around the cafeteria saying,"Cookies?! Where?!" Yang finally calming her sister down, took a seat, and the girls started bombarding Peter with questions.

"Where are you from?" Yang asked.

"Forest Hills,Queens borough of New York state"

"Where is that?" Ruby asked.

"In the United States of America, or USA for short"

"Huh?"

Peter again took out his phone and pressed something on the screen. The picture he had on the screen looked like a giant planet divided and labeled, on the top of the map it said,"Planet Earth" and he zoomed in on the landmass on the left and zoomed in on the middle one."Thats the USA" he said before zooming in even more on the farthest side of the country and clicked on the state New York, which seemed to be bordered by an ocean to the east. The stae was divided into five sections: Manhattan, Brooklyn, Queens, The Bronx, and Staten Island."There" he said pointing to Queens before puttung his phone is his pocket.

"What about family, friends?" Blake asked.

"I lived with my Aunt and Uncle for about 11 years and-" Peter spoke before he was cut off by Weiss.

"Aunt and Uncle? What happened to your parents?" She asked.

"Unfortunately, whe I was 6, my parents left me with them because they had to deal with something, and had to fly out of the country. The died by plane crash. It wasn't long before I learned why" He said.

"I'm sorry Peter, I shouldn't have brought it up" She apoligized.

"Its cool. Anyways, I lived with them for most of my life. But my Uncle was killed two years ago, so now I mostly live with my Aunt and help her pay the bills"

"How? Do you get paid for kicking bad guys butts?" Ruby asked.

"No, I worked as a freelance photographer at newspaper company called The Daily Bugle. I'd sell someone named J. Jonah Jameson photos of yours truly in action. Although he would call me a public menace and vigilante and spew all sorts of nonsense about me, I just let him and collect my money" Peter said.

"Why would you do that?" she asked.

"Because I really needed the money. Plus, no matter how many times I tried to convince him that I was a hero, he'd always shoot me down. Anyways, I really didn't have any friends most of my life. I was always that timid nerd sitting in the back trying to avoid attention. But yeah I had friends, their names were Mary Jane Watson,Harry Osborn, Eddie Brock, former bully Flash Tompson, altough Harry and Eddie aren't really friends anymore"

"What do you mean?" Blake asked.

"Well, Harry became The Green Goblin and Eddie became Venom" He said."Its like some of my closest friends always turn against me"

"Do you have a girlfriend?" Yang asked whichcause all of the Team RWBY to look at her."Just asking"

"Currently, no, i'm not in a relationship" Peter said.

'Score!' Yang thought.

"Have you ever had one?" Ruby asked.

"I have had two girlfriends, my first girlfriend was Gwen Stacy, and my second girlfriend was my friend MJ"

"Gwen? Like the one you mentioned the day of the test?" Yang asked.

"Yeah... her" he said.

"What happened?" Blake asked.

"Gwen... complications arose. And with MJ, I left her because I didn't want her to be hurt if any of my villians knew my identity" Peter said. Weiss checked her scroll and gasped.

"What's wrong?" Peter asked.

"Class starts in five minutes!" Weiss ran to the trash can dumped her tray and took off. The rest of RWBY soon dashed out, leaving Peter alone.

'Good. Things were staring to get a little too personal' He said before walking out and towards the library. He picked up a book on Grimm and took a seat on an empty table.

"Chapter 1..."


End file.
